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2013 News

Notice of Court Hearing to consider application for requested modification of the scheme of arrangement for holders of The Co-operative Bank p.l.c.’s lower tier 2 capital securities

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, CANADA OR SWITZERLAND OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

RNS: The Co-operative Bank p.l.c. and Co-operative Group Limited

2 December 2013

Notice of Court Hearing to consider application for requested modification of the scheme of arrangement for holders of The Co-operative Bank p.l.c.’s lower tier 2 capital securities

On 18 November 2013, The Co-operative Bank p.l.c. (the "Bank") published the explanatory statement dated 18 November 2013 (the "Explanatory Statement") relating to the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") proposed by the Bank in relation to its seven series of lower tier 2 capital securities (the "Dated Notes") as part of the Bank’s Liability Management Exercise (the "LME").

On 28 November 2013, the Bank and Co-operative Group Limited ("The Group") announced that certain members of an ad hoc group of holders of the Dated Notes holding, in aggregate, approximately 48.3% of the Dated Notes by value had requested that the Bank apply to the court to seek a modification to the Scheme.

The Bank has made an application to the court to seek the requested modification, which is described in the 28 November 2013 announcement. The court hearing has been convened for 9:30 a.m. on 3 December 2013 at The Rolls Building, Fetter Lane, London EC4A 1NL.

The application requests the court to consider (i) approving the proposed modification to the Scheme; (ii) postponing the meeting of the Scheme creditors from 11 December 2013 to 10.00 a.m. on 16 December 2013; and (iii) confirming the procedure for dealing with Account Holder Letters submitted pursuant to the Scheme should the court approve the proposed amendments to the Scheme.

Capitalised terms used and not defined in this announcement have the meaning given in the Explanatory Statement.

Neither this announcement, the publication in which it is contained nor any copy of it may be taken, transmitted or distributed, directly or indirectly, into Australia, New Zealand, South Africa, Japan, Canada or Switzerland or any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Any failure to comply with this restriction may constitute a violation of securities law in those jurisdictions. The distribution of this document in other jurisdictions may also be restricted by law and persons into whose possession this document comes should inform themselves about, and observe, any such restrictions.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The availability of the transactions described herein and the distribution of this announcement in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement does not constitute an offer for sale of, or a solicitation to purchase or subscribe for, any securities in the United States. No securities of The Group or the Bank have been, or will be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), and securities of The Group or the Bank may not be offered or sold in the United States absent an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Group and the Bank securities are being offered by means of a prospectus or Scheme document that may be obtained from the Bank and/or The Group, as applicable.

This announcement is an advertisement and not a prospectus. Investors should not make any investment decision regarding any securities referred to in the LME except on the basis of information contained in the prospectuses published by The Group and the Bank and the Scheme documents published by the Bank. The Group and the Bank expressly reserve the right to adjust or amend the terms of the LME and the securities.

HSBC Bank plc ("HSBC") has been appointed as a dealer manager by the Bank and The Group to facilitate the LME and as adviser to the Bank in connection with the LME. HSBC is authorised and regulated by the PRA and the FCA and is acting exclusively for the Bank (in its capacity as a dealer manager and adviser) and The Group (in its capacity as a dealer manager) in connection with the LME and will not regard any other person (whether or not a recipient of this announcement or a holder of the Bank’s securities) as a client in relation to the LME and will not be responsible to anyone other than the Bank and The Group for providing the protections afforded to its clients or for providing advice in the relation to the LME or any other matter referred to in this announcement.

UBS Limited ("UBS") has been appointed as a dealer manager by the Bank and The Group to facilitate the LME and as adviser to The Group in connection with the LME. UBS is authorised and regulated by the PRA and the FCA and is acting exclusively for the Bank (in its capacity as a dealer manager) and The Group (in its capacity as a dealer manager and adviser) in connection with the LME and will not regard any other person (whether or not a recipient of this announcement or a holder of the Bank’s securities) as a client in relation to the LME and will not be responsible to anyone other than and The Group for providing the protections afforded to its clients or for providing advice in the relation to the LME or any other matter referred to in this announcement.

This announcement has been issued by and is the sole responsibility of the Bank and The Group. Neither HSBC nor UBS accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to the contents of this announcement or for any other statement made or purported to be made by it, or on its behalf, in connection with the Bank, The Group or the LME and nothing in this announcement may be relied upon as a promise or representation in this respect, whether or not in the past or future. Subject to applicable law, each of HSBC and UBS accordingly disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement or any such statement.

The Co‑operative Bank p.l.c. is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (No. 121885). The Co‑operative Bank, Platform, smile and Britannia are trading names of The Co‑operative Bank p.l.c., P.O. Box 101, 1 Balloon Street, Manchester M60 4EP. Registered in England and Wales No.990937. Credit facilities are provided by The Co‑operative Bank p.l.c. and are subject to status and our lending policy. The Bank reserves the right to decline any application for an account or credit facility. The Co‑operative Bank p.l.c. subscribes to the Standards of Lending Practice which are monitored by the Lending Standards Board.